Morgans Hotel Group Co.

This Certifies
that is
the owner of fully
paid and non-assessable Shares of Common Stock, par
value $.01 per share, of the above-named
Corporation, transferable on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.

IN WITNESS WHEREOF the Corporation has caused
this Certificate to be signed by its duly authorozed officers.

Dated ,
20 .

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

For Value Received,
hereby sell, assign and
transfer unto-

PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.